Annual Report - EDP

: corporate governance :I. GENERALMEETING OFSHAREHOLDERSThe General Meeting of Shareholders is the bodyin which the shareholders participate or arerepresented. This body is attributed the followingduties, pursuant to and for the purposes of Article11 of EDP’s Articles of Association:º º Assess the annual report of the ExecutiveBoard of Directors, discuss and vote on thebalance sheet, accounts and opinion of theStatutory Auditor and the opinions of theGeneral and Supervisory Board and Financial/Audit Committee and vote on proposals for theappropriation of profits;º º Elect and remove from office the members ofthe Board of the General Meeting, the ExecutiveBoard of Directors and the General andSupervisory Board as well as their respectivechairman and vice-chairman, if any, theStatutory Auditor, on proposal of the Generaland Supervisory Board or, by its delegation ofpowers, the Committee on Financial Matters/Audit Committee, and also the members of theEnvironment and Sustainability Board;º º Decide on any amendments to the Articles ofAssociation, including share capital increases;º º Appoint a Remuneration Committee responsiblefor establishing the remuneration of membersof the corporate bodies. The majority of thiscommittee’s members should be independent;º º Assess the annual report of the General andSupervisory Board;º º Deal with any other matters for which it hasbeen convened;º º Perform other duties as assigned by law,in particular with regard to the generalassessment of the management and supervisionof EDP and approval of the remuneration policyfor members of those bodies.I.1. Members ofthe Board of theGeneral MeetingPursuant to Article 12 of EDP’s Articles ofAssociation, the Board the General Meeting ismade up of a Chairman, a Vice-Chairman andthe Company Secretary, who is appointed by theExecutive Board of Directors.The Chairman and Vice-Chairman of the GeneralMeeting, in office until 17 April 2012, were firstelected to their positions by the General Meetingof 12 April 2007, and the Company Secretary wasfirst appointed to perform that role on 7 April 2006.The members of the General Meeting, in office until17 April 2012 were the following:BOARD OF THE GENERAL MEETINGChairmanVice-ChairmanEDP - Annual Report 2012Rui Eduardo Ferreira Rodrigues PenaAntónio Bernardo de Menezes e Lorena de SèvesCompany Secretary Maria Teresa Isabel PereiraAt the Annual General Meeting of 17 April 2012the Chairman and Vice-Chairman of the GeneralMeeting were elected to office for 2012-2014triennium. The Company Secretary was appointedto the position on 22 February 2012:BOARD OF THE GENERAL MEETINGChairmanVice-ChairmanCompany SecretaryRui Eduardo Ferreira Rodrigues PenaRui Pedro Costa Melo MedeirosMaria Teresa Isabel PereiraThe Chairman of the Board of the General Meetingis automatically a member of the General andSupervisory Board, pursuant to Article 21(2)of EDP’s Articles of Association.The Chairman of the Board of the General Meetinghas the internal human and logistic resourcesthat are appropriate for his/her needs, namelythe support of the General Secretariat and LegalDepartment, the Investor Relations Office andthe Brand and Communication Department, aswell as external support from a specialised entityhired by EDP for the collection, processing andcounting of votes. The logistic and administrativeresources for holding the General Meeting areprovided by the Company, with the respectiveorganisation being supervised by the Chairmanof the Board of the General Meeting.I.2. Start and endof term of officeThe members of the Board of the General Meetingwere elected for a term of three years at theAnnual General Meeting of 17 April 2012,relative to the 2012-2014 triennium.I.3. RemunerationThe Chairman and Secretary of the Board of theGeneral Meeting do not earn any remunerationin that capacity, given that they are remuneratedas a member of the General and SupervisoryBoard and Company Secretary, respectively.The Vice-Chairman of the General Meetingreceives a remuneration of EUR 2,000 per year,plus the amount of EUR 2,000 for each meetingthat he will chair.I.4. Participationin the General Meetingof ShareholdersThe entry into force of Decree-Law 49/2010 of19 May meant that the meetings of the GeneralMeeting could now have a minimum notice periodof 21 (twenty-one) days. However, EDP’s Articlesof Association establish a minimum notice periodof 30 (thirty) days. The statutory rule was appliedin 2012 and it will continue to be applied in 2013.Consequently, notice of the meetings of theGeneral Meeting are published at least 30 (thirty)days in advance, with explicit mention on thenotice of the matters to be examined (Article 13of the Articles of Association). Only shareholderswith voting rights are legally permitted to attendGeneral Meetings, in addition to other individualswhose presence at the meeting is consideredjustifiable by the Chairman of the Board of theGeneral Meeting. (Article 14 (1) of EDP’s Articlesof Association).EDP shareholders may only attend, discuss andvote at the General Meeting in person or througha representative, if they own at least one shareon the registration date, corresponding to 00:00(GMT) of the fifth trading day preceding thedate on which the General Meeting is to be held(Article 14 (10) of the Articles of Association).Proof of ownership of shares is provided bysending to the Chairman of the Board of theGeneral Meeting, prior to the end of the fifthtrading day preceding the date of the GeneralMeeting, a certificate issued, authenticated andforwarded by the financial intermediary entrustedwith the registration of the shares in an account.That certificate must include information on thenumber of shares registered as well as the dateof registration. E-mail communication may beused for this purpose (Article 14 (13) of EDP’sArticles of Association).95